R-2016-3630 - 8/11/2016 RESOLUTION NO. R-2016-3630
WHEREAS, the City of Round Rock ("City") desires to purchase and install controls for the
HVAC system at Clay Madsen Recreation Center, and for related goods and services, and
WHEREAS, the City is a member of the Buy Board Cooperative Purchasing Program ("Buy
Board"), and
WHEREAS, Carrier Corporation is an approved vendor of the Buy Board, and
WHEREAS, the City desires to purchase certain goods and services from Carrier Corporation
through Buy Board,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for the Addition of HVAC Controls at Clay Madsen Recreation Center With Carrier
Corporation, a copy of said Agreement being attached hereto as Exhibit"A" and incorporated herein.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 11th day of August, 2016.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WNft, City Clerk
0112.1604;00361801
EXHIBIT
"A„
CITY OF ROUND ROCK.AOREEMENT FOR
THE ADDITION OF HVAC CONTROLS
AT CLAY IVIADSEN RECREATION CENTER
WITH
CARRIER CORPORATION
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS::
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS
THAT THIS AGREEMENT for the purchase and installation.of controls for the HVAC
system at Clay Madsen Recreation Center, and for related goods and services to.herein-
as the'"Agreement"),,;is made and entered into on this the day of the month of July, 201.6
by and'between the-CITY OF ROUND ROCK, a Texas home-rule municipality,,whose offices
are located at.221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the
"City"), and CARRIER CORPORATION,whose offices are located at 11100.Metric Boulevard,
Suite4400,Austin,Texas 78758.(referred to herein as"Vendor"),
RECITALS:
WHEREAS,,City desires to purchase certain deliverables,.controls for the HVAC.system
at Clay Madsen Recreation-Center,and City,desires to procure same from Vendor;and
WHEREAS, City is a member of the Buy Board Cooperative Purchasing Program ("Buy
Board") and Vendor is an approved Buy Board vendor through Buy Board Contract 4'461-14;
and
WHEREAS,:City desires to purchase certain goods and services from Vendor through
Buy Board as set forth.herein;and
WHEREAS, the parties desire to enter into this Agreenient to set forth in writing their
respective.rights,duties,and obligations;
NOW,THEREFORE,WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which :are hereby acknowledged, it is
mutually agreed between,the parties as.follows:
003593386s2
1.01 DEFIN111ONS
A. Agreement means thebinding legal contract between City and Vendor whereby
City is obligated to buy specified goods and Vendor is obligated to sell.and install same. The
Agreement includes Vendor's Proposaldated March 22,2016(attached as.Exhibit"A").
113. City means.the City of Round Rock,Williamson and Travis Counties,Texas.
C Effective Date means the date upon which the.binding signatures,of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes; lockouts, or -other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people; civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.:
E. Goods mean the specified supplies,materials;commodities;or.equipment.
R Ser-v*ces.mean work:performed to meet a demand or effort by Vendor to comply
with promised delivery dates;specifications,and technical assistance specified.
2.01 EFFECTIVE DATE,TERM,ALLOWABLE RENEWALS,PRICES FIRM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto,and:shalhremain in full force and:effect unless and until it expires by operation
of the term indicated.herein,or is terminated or extended as.provided herein.
B'. This Agreement shall terminate upon the purchase and installation of all goods
and ser ices as.described in Exhibit"A."
C:: Prices shall be .firm for the duration of this Agreement. No separate line'item
charges shall be permitted for invoicing purposes, including but not limited to equipment rental,
demurrage,costs associated with obtaining permits, or any other extraneous charges.
D. City reserves..the right to review the relationship with Vendor at.any time, and
may elect to terminatethis.Agreement with or without cause or may elect to continue.
3.01 CONTRACT'DOCUMENTS.AND EXIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and,, together with this Agreement, comprise the Contract Documents. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
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the terms and;conditions set::forth in pages:one(1)through nine(4)of fhis Agreement.
01 SCOPE.OF WORK
Vendor .shall. satisfactorily.provide all :goods and complete all services described in
Vendor's Proposal,Exhibit"A,"attached1er6to and.incorporated herein.
This, Agreement shall evidence the entire understanding.and agreement between the
parties and,shall supersede any prior proposals,correspondence or discussions.
Vendox shall satisfactorily provide all deliverables.and services:described in Exhibit"A"
within.the contract term;specified, `A change in:the.ScopSery
e of ices must be negotiated and.
agreed: o in:all relevant details, and must be etnlodied in a valid Supplemental Agreement as,
described Herein.
5.01 CONTRACT AMOUNT
In consideration ,for the deliverables and services related to the deliverables, the City
agrees ,to,pay Vendor Eighty-Eight"Thousand Tliree Hundred Eighty and:'IYo/11f0 Dollars
( S$;380.Q0);for the'goods,and services setforth in Exhibit"A."
&,01 INVOICES
ATP invoices shall include,.at a miniinum,.the following information:
A., Name and address:of Vendor;
B. Purchase Order Number;.
C.. Description and quantity of items received or services provided;and.
D. Delivery or performance dates.
7:01 NON APPROPRIATION AND FISCAL FUNDING
This Agreement
is a commitment of City's.current revenues only It`is understood:.and
Agreed that,City shall have the�right�to.terminate this Agreement at the end of any City f scat year
if�the..govern ng body of City does:Aot appropriate fends sufficient to purchase the services as
d by,Cjty'p budget`>for. the i fiscat year in question. City.may-effect such,term nation;b
determiney
giving Vendor!a written notice of termination at the end of its then current fiscal year:
:
8.01 PROMPT PAYMENT POLICY
In accordance, with Chapter 2251, V.T.C'.A., Texas :Government Code, payment 'to
Vendor will be made within thirty:(3Q) days of the day on which City receives the performance,
supplies,:materials, equipment,and/or:deliverables,or within thirty(3'0)days of the day on which.
the:performance of services was complete, or within thirty (30),days of the day on which City
receives a correct invoice for the performance and/or deliverablesor services;whichever is later..
Vendor may charge interest on an overdue,payment at the"rate in effect"on September i of'the
fiscal year in which the payment becomes overdue, .in accordance with V.T.C.A., Texas
Government-Code; Section 2251.025(b);however, this Policy does not apply to payments made.
by City,in the event:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor
or supplier about the: goods delivered or the service performed that cause the
payment to be late;or
B:, The terms of a federal contract, grant, regulation, or statute prevent :City from
making a,timely payment with federal funds;or
C.. There,is. a bona-fide:dispute between Vendor land a subcontractor or between a
subcontractor and'its:s..upplier:about the goods delivered or the service performed
that causes the payment:to be late or
D. Invoices are not,mailed to City in strictaccordance with instructions, if any, on the
purchase order or the Agreement or other such.contractual agreement.
9.01 GRATUITIES AND BRIBES
City may,.by writtennotice to Vendor, cancel"this Agreement without liability to Vendor
if it is determined byCity that gratuities.or bribes'in the.form of entertainment,gifts,or otherwise
were offered or given by Vendor or its,agents:or representatives.to,any City officer,employee or
elected "representative with respect to the performance of this Agreement.. In addition,Vendor
may be subject to penalties stated in Title 8 of the Texas Penal Code.
10.01 TAXES
:City is exempt from Federal 'Excise ,and State Sales Tax; therefore,; tax shall not be
included in Vendor's charges.
11.01 1 ORDERS PLACED.WITH ALTERNATE SERVICES`PROVIDERS
If Vendor cannot provide the goods as specified, City reserves the xight,and option to
obtain the products from another supplier or suppliers.
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12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized.to act in its behalf with
regard to this Agreement:
Pete Dominguez
Facilities Manager
General Services Department
212 Commerce Cove
Round Rock,Texas 78664
(512)341-3144
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth at
http:/hvww.roundrocktexas: ov/wp=content%uplonds�2014/12%brr insurance 07 20'l.I2.13df
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith; has:reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when-demand is,made,then and in that event the demanding party may
treat-such failure as an anficipatory.repudiation of this:Agreement;
15.01 DEFAULT
If Vendor abandons or,defaults under this Agreement.and.is a cause:of City purchasing.
the specified goods elsewhere,Vendor agrees that,it may be charged the difference in cost,if any,
and that it will not be considered. in the re-advertisement of1he service and that it may not be
considered in future bids for the same type of work unless the scope of'work is significantly'
changed.
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and.faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance. of:performance-under the "Right to
Assurance?'section herein;or
C. ,Becomes insolvent or seeks relief under the,bankruptcy laws of the.United
States.
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16.01 TERMINATION AND.SUSPENSION
A., City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any upon thirty(30)days"written:notice to Vendor.
B. In ,the event :of any default by Vendor, City hasthe right to terminate this
Agreement for cause,upon ten(10).days'written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause,that being in the
event. of a material and. substantial breach by City; or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City terminates under :subsections-(A) or (B) of this section, the
following shall.apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue,all services in connection with the performance of this Agreement and shall proeeed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this:Agreement. Within thirty(30) days after such notice of termination, Vendor
shall submit a statement.showing in detail the goods and/or. services satisfactorily performed
under this Agreement to the date of termination. City shall then pay Vendor that portion of the
charges,if undisputed. The patties agree that Vendor is not entitled to compensation for services.
it would have performed under the remaining term,of the Agreement except as provided herein.
17.01 INDENNIFICATION
Vendor shall defend. (at the option of City), indemnify, and hold City,: its successors;
.assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands,. damages, costs; expenses,, attorney's fees, and any and:all
other costs or fees.arising:out of,or incident to, concerning or resulting from the fault of Vendor,
Pr Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement,no matter how,,pr to whom, such loss may occur. Nothing herein shall be
deemed to limit the_rights of City or Vendor (including, but not limited to the right to. seek
contribution)against any third party who may be liable for,an indemnified claim.
18.01 COMPLIANCE WITH LAWS,CHARTER.AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal..and state laws,the.Charter and Ordinances of the City of Round Rock,
as amended,.and with all.applicable rules and regulations promulgated by local,state and national
boards,bureaus and agencies.
B. Services Provider acknowledges and.understands that City has adopted a Storm
Water Management. Program (SWMP) and an Illicit Discharge. Ordinance, Sections 1.4439
through 14-152 of the City's Code of Ordinances;to manage the quality of the discharges.from
6
its Municipal. Separate Storm Sewer System (MS4) and to. be in compliance with the
requirements of the:'Texas Commission on Environmental. Quality .(TCEQ)! and the Texas
Pollutant:Discharge Elimination System (TPDES).1 The Services'Provider agrees to perform all
operations on City-owned`facilities in compliance with the.City's Illicit Discharge Ordinance to
minimize the release of pollutants into the.MS4. The,,Services Provider.agrees to comply with''of
the City's stormwater control measures, good housekeeping practices and any.facility specifie
stormwater management operating procedures specific to a certain City facility. In addition, the
Services Provider agrees to: comply with.any applicable TCEQ Total Maximum-Daily Load
(TMDL)Requirements and/or I-Plan-requirements;
19.01 :ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, .their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement.Neither party shall
assign,sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
20.01 NOTICES
All 'notices and other communications in connection with this Agreement shall be in
writing'andshall be:considered given as follows:
.; When delivered personally to the recipient's address as stated in this Agreement;
or
.2. Three ;(3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice:to Vendor:
Carrier Corporation
1.1100:Metric Blvd,Suite#400
Austin,Texas 78758
Notice to City:
City'Manager Stephan L..Sheets,City Attorney
221 East Main Street AND TO: 309 East Main Street
Round,Rock,,TX 78664 Round Rock,TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City,and Vendor.
21.01 APPLICABLE LAW;ENFORCEMENT AND VENUE
This Agreement shall be enforceable in. Round: Rock, Texas, and, if legal action is
necessary by either party with respect'to the enforcement of any or all of the.terms or conditions
herein-exclusive venue for same shall lie in Williamson County;Texas.This Agreement shall be
governed by,and construed in accordance with the laws and court decisionsofthe.State of Texas.
22.01 EXCLUSIVE<AGREEMENT
This documents and all appended documents, constitutes.the entire Agreement between
Vendor and City.. This Agreement may only be.amended or supplemented by mutual agreement
of the parties heretoin writing,duly authorized by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between,the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14)or any applicable:state arbitration statute.
:2:4.01 SEVERABILITY
The invalidity, illegality, or unenforceability.of any provision of-this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in:no
way affect the validity or enforceability of any other portion or provision of this Agreement.Any
void provision shall be deemed severed from this;Agreement, and the balance of this Agreement
shall be construed and enforced as.if this Agreement did not contain the particular portion or
provision held,to be void. The parties further agree to amend:this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken'provision..The provisions of this section shall not prevent this entire Agreement from
being void should a:provision which.is of the essence of this Agreement be determined void.
25:01 AUSCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons.tcrperform all of the services;responsibilities and duties specified herein and
that such services, responsibilities and duties-shall be performed in a manner according to
generally accepted industry practices..
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor:to.fulfill obligations,for each portion,of:this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its, delays or for failures to use best efforts in accordance with the terms of this
s
Agreement. Where damage U. caused to City due to 'Vendor°s failure to,perform.'in these
circumstances, City may pursue.any remedy available without waiver of any oM.ity's additional
legal rights or remedies.
force IViajeure.Neither City nor Vendor shall be=deemedin violation of this Agreement
if it isprevented froze performuig.any of its obligations`hereunder by reasons for which it is not,
responsible as defined;herein:However,.notice of such impediment,or delay in performance must
be.tirndy given`and all reasonable efforts undertaken to,mitigate its effects.
Multiple Counterparts. This Agreement maybe executed in multiple counterparts,any
one of which shall be considered an original of this:document;,and all of which, When taken
together,'shall-constitute one and.the same instrument.
[Signatures appear on the following page]
9 , ,
IN WITNES'S'WIJERWF,.City and.Vendor have executed;this Agreement on the dates
andio.—od,,
City of-Round Rock;Texas Carrie Cor .
By: Ey:
Printed Name: Printed ame: -OHVkPD "rffR&Q`2ZA
Title:
.Title: AeEA:6eJO?A(- UNA60,_. .
Date Signed: Date Signed: UVRE 1-7,1416
Attest:
13y:•
Sara L White;-City Clerk
For.City,;Approvedas to Form:
By,:
Sfephari.:L. Sheets,Gift'Attonaey
�R
10
EXHIBIT "A"
Address 11100 Metric Blvd,Suite#400
i Austin,Textts 78758
Phone (512)364-6322
Fax (860)660-8748
tum to''th6 ftoets E-mail melissa:hotrset'a carrrer_utc;cord
Rolando Rodriguezr
CITYOF ROUND ROCK—CMRC
(512)21$=5434
221 E MAIN ST Estimate Date 5/12/2016
ROUND ROCK:M,786645271 Quote Number. 00245731
Job Description: Clay Madsen Recreation Center Controls,BuyBoard Contract#45844
Scope of.Work
Automated Logic Y411 provide the following:
1._ Network&Software
• Add to the existing City of Round'Rack WebC1RL 6.1 BAS'SoRware including alarming;trending,.and,scheduling.
LOR25 Router/dateway'
2 Labor
• Design hardware,engmeeringpackage
Solhvue.engineering database,programming,&Graphics;
• Project Management
•
Installation&'Termination
• Start-up and Checkout
3. Mechanical Equipment Control and Monitoring
A) Two 0)Gymnasium AHU'Svstems IAHIJ4&21
1. Controls;per Points List described:betow:
• Supply Fan Start/Stop
• Supply Fan Speed(ifApplicable)
• Chilled Water Cooling Control
• Modulatingoutside Air Dam perControl
• Supply Fan Status whiff Amperagb
• Supply AirTempermure
• Gymnaslum Room Temperature
• Outside Air Flow Measurement
I. Furnhh and Install the rot owing new denim for each Gym AHUsp
• Novida ModuIrSE6104 for each AHU:.
•. Supply Farr Current-riansminer
• Supply Air DuctTemperature Sensor
• LoW.11mit Stat
• Modulating Outside Air Actuator
•
Airflow Monitoring Probe(Outside Air)
• Gymnasium Room Sensor
Notet(Utii¢e existing Chilled Water&I1at Water Control Valves-New Control Valves will.he installed when Air Handling Unita are
replaced at a laterdate).
B), Two PStVAV AHU System(AHU 3&'41
i. Controts per the Points List described below.
• Supply.Fan Start/Stop
• Supply.Fan Speed
• C.hilled,Water Cooling Control
4 Hot:Water Healing Control
• SupplyAirTempmture
• Supply Duct Slatio P.ressure`Control.
• Low Limit Temperature andCgta(f
• Modulating Outiide.AicDamper Control
• High Static Pressure.
• Outside Air Flow Monitoring
Quote t10M5731
.1
EXHIBIT "A"
Z. Furnish and:Install(he foQowi ig new devices foresch AHU.
• Provide Module SE61064 for each ABU.
• Supply Fan Current Transmitter-
• but Static Pressure Sensor
• $apply Air Temperature Sensor
• Modulating;Outside Air Actuator
Outside-Air-TempemiurdHumidity Sensor(Common)
High Pressure Limit
• I.owLimitStat
• Airflow Monitoring Probe(Outside Air)
Note.(Utilize eiisting Chilled Water.&Hot%ter'Control Valves-New Control Valves will he imtalicd when Air Handling Units am
replaced at e.later date)
C) ,One(ilPoolAllUSvstem
1. Controls'per,Points IAIdescribed.below:
• Supply Fan SbrilStop
• Supply Fan Speed(If Applicable)
Chilled Water Cooling
r Pie-Heat&Re�Heat Control.
• Modulating Outside Air Damper
2. Monitoring per the Points List described below:
• Supply Fan Status with Amperage
• Pool Space Temperature and Relative Humidity.
• Pre-1469&Re-Heat CoilAirTemperature
• Chilled Water CorfAirTemperature
• Re-Heat Coil Relative Humidity
3. Furnish and'Irutail the following new.devices:
• Pro�vide*NloduleSE6104.
• Supply Fan Current Transmitter.
• DuctTemperature Sensors(Pre -Heat.Re-Heat,-andChilled.Water)
• Duct Relative Humidity Sensor
• Pool space temperature sensor and relative humiditysensor
Modulating Outside Air Actuator.
• Low limit stat
• Airflow Monitoring Probe(Outside Air)
Note:Utilize existing Chilled Water&-Hot Water Control Valves(The Pool Unit will not be replaced on the next phase,and the existing
valves will remain).
D. 'Twenty Nine Fan Powered Boxes(FPB)
1. Remove the existing Siemens VAV Control Board and replace with anew ALC ModuleZN34IV+foreach FPB.
2 Furnish and Install the rellowing newdevices for each FPB:
• DuctTemperature Sensor
• Room Temperature Seasor with Set-Point Adjustment and Override
3. Fire Alarm Shutdown-Connect 10 existing F/A relay,
4. ALC assumes that the FPB units have velocity pressure probes and good operating conditions for airflow readings
ES Lighting Control
• Site Lighting=Three(3)Contactors;'lateriwLighting-One(1)"Contactor
• Gym Lighting-Two(2)Contactors;and Pool Lighting-One(1)Contactor
F. -Miscellaneous Monitoring
'• MonitorKW=Provide KW Transducer ror the Main Fed.to the Building:Incorporate Data into Energy Reports
• Common.Building$paceStalldPressure
"to 900245731
Z
EXHIBIT „ASI
Exclusions[.Clarifications
This quote does not include the-waste disposal and 1pborperformed outside nomad business}lours unless otherwise noted.In addition,the quoted
-- — pilmdoes not include.any sales;excise;or similartaxes,7any that apply will be•added-aCcost:''
Excluded froth this proposals
• Trtriching for the burial ofcoaduii and wire
• Furnishing„mounting and wiring of duct mounted smoke detectors
• W.iring`120volts andsbove such as power to conttol panels
•. Motor Starters,DisconnectSwitches&Variable Frequency Drives(VFD's)
• Thermometers&Gauges
• Cutting,patching&painting and any building penetrations
Manual volume dampers,fire dampers,fire and smoke-dampers or their installation
• Demolition ofexisting,controls
Dedicated broad band.access scrvice
• Bonds'
Sales Tax
Clarifications to this oroumfi
• Except in cases of gloss negligence orwillful misconduct;in no event shall Subcontractor be held liable for any consequential damages_
• Retainage is estimated based upon the retainage amount shown to be withheld by the owner in the contract documents. Should we be
required to accept retainage in a greater amount than the ownercontract documents pricing contained herein is subject to change.
• Submittals will be issued from 4 to 6 weeks.atierAutomated Logic has received a full set ofplans,specifications and an approved set of
equipment submittals
• Unless otherwise indicated,prices quoted are subject to cancellation or escalation ifthis proposal is not accepted within 60 days;
Total Quoted.Price - - -
Total Price for Scope of Work excluding applicable taxes: $88,380.00
This proposal is valid for 90 days from the date of proposal.Carrier's terms and conditions will govern in lieu ofariyother terms and conditions:
contained ih any_resuiting Purchase,Order,Contract,Agreement,etc.Carrier would like to thank you;far the continuing opportunity to be of
service.
Sincerely,
Melissa House
Carrier Commercial Service
Title
Customer Acceptance(signature)" Date. Purchase Order
Regulated byThe Texas Department ofLicensing and Regulation,P.O..Box 12157,Auslin,Texas 7871°1,1'-800-803-9202,.512-063=65.99,
www.license.state onus,License#'TACLA59534C
Quote#M45731
3
CAM848411 WAA, f
TERMS AND CONDITIONS OF SALE—EQUIPMENT AND/OR SERVICE
1. PAYMENT AND TAXES-,Raymentshall be made net..30 days from date of invoice.Carrier reservesthe right to.requireicash
payment or other alternative method of payment prior to shipment or:completion of work If Carrier determines,in its solediscretion,
that Customer or Customer's assignee's financial condition at any time does not justify continuance of.the.net 30 days payment
term..In.addition.to.the:price„the Customer shall also pay.Carder Any taxes.or.govemment-:charges arising from this•Agreement.•If. --
the Customer:claims that any such taxes..or government charges dol not apply to the transactions..governed, .by this Agreement,
Customer shall provide'Carrierwith acceptable tax exemption:certificates or otherrappllcabie documents.
2.EXTRAS-.Equipment,parts or labor in addition to..those:spacified in this Agreement will bei provided upon;receipt of Customer's
written authorization and:paid'foras an extra and subject to the terms of this;Agreement.
3. RETURNS No items will be accepted for return without prior written authorization: Returned'goods may be subject to a
restocking charge. Special orderand non-stock Items cannot be returned.
4.SHIPMENT AII'shipments shall be F.O.B.,shipping,point,rfreight prepaid and allowed to the job site, Shipment dates quoted are.
approximate. Carder does not'guarantee a particular date for shipment or delivery.
5.PARTIAL.SHIPMENT-Carrier shall have the right to ship any portion of the equipment included in this Agreement and invoice
Customer forsuch.parbi shipment.
6.DELAYS—Cardershall not be liable for delays in manufacturing,shipping,or delivery by causes beyond the control and without
the'fault oenegtigence of Carrrer: includIIng 4ut-not-restricted to acts.:of God,acts of a public enemy,:acis of government,:acts of
terrorism, fres, floods,, epidemics, quarantine restrictions, freight embargoes, supplier delays; strikes; or tabor difficulties
(collectively'Force Majeure'Events). Camer agrees to notify Customer in writing as soon as practicable of the:causes of such
delay: In the event that any materials or equipment to be provided by Carrier under this Agreement become permanently
unavailable as a result of a Force Majeure Event Carder shall be excused from furnishing such materials or equipment.
1,WARRANTY Carrier warrantsthat all equipment•manufactured'by Carrier Corporation and:all Carrier equipment; parts or
components supplied hereunder will be free from defects in material and wodimanshlp: Cardershall at its aption.repair or.replace,
F.O.B.point of sate,.any equipment;part or componentsold by Carrier and determined to.be defective within one(1)year from the
date of initial operation,or eighteen(18)months•from date of shipment,whichever is earlier. Carrier does not-warrant products not
manufactured by Carrier Colporation, but it does pass on to Customer any transferrable manufacturer warranties for those
products.Carrier warrants that all service provided by Carrier hereunder shall be:performed Ina workmanlike manner. In the event
any such service is determined to`be defective within ninety(90)days of completion of that service,Carrier shall at its option re-
perfofm,.or issue a credit for.such service, Carrier's obligation to repair or replace any defective equipment,parts or components
during the warranty period shall,be Customer's:exclusive remedy. Carrier shall:not beresponsible for labor charges for removal be
reinstallation of defective equipment,parts or components,°for charges for transportation,handling and shipping or refdgerantlos%
or for repairs or replacement of such equipment, parts,or components, required as a consequence of faulty instaliatibe,
misapplication, vandal-ism, abuse, exposure to chemicals, improper.servicing, unauthorized alteration:or improper operation by
persons other than Carrier.
THIS WARRANTY IS,di N IN LIEU OF ALL OTHER,WARRANTIEs EXPRESS IMPLIED-OR STATUTORY INCLUDING THE
IMPLIED WARRANTIES-OF.MERCHANTABILITYAND:FITNESS FORA PARTICULAR PURPOSE
8.WORKING HOURS—All services perforated under this:Agreement including major repairs,are to be provided during Carriers
normae working'hours unless otherwise agreed,
9.ADDITIONAL.SERVICE-Services or parts;requested by Customer in addition to those specified'in this Agreement will be
provided,upon receipt of Customer's written authorization and invoiced at Carrier's prevailing labor rates and parts charges:
Additional services or parts shall be supplied under the terms of this:Agreement.
10.CUSTOMER RESPONSIBILITIES'(Service.Contractsonly)- Customer shall:
•Provide safearid reasonable equipmentaccess and a safe work environment.
•Perm t'access to Customer's site,and use(of building services including,but not limited to:water,:elevators,receiving dock
facilities,electrical service and local telephone service.
•Keep areas adjacent to equipment freeofextraneous material,move any stock,fixtures,walls or partitions that may be
necessary to perforin the;specified service:
•Promptiy'nolffy Carrier of any.unusual operating conditions.
•Upon agreementof a timely mutual schedule,,allow Carier'to stop.and start equipment necessary to perform service.
•Provide adequate water treatment,
•Provide the daily routine equipment operation(if not part of this Agreement)including;availability of routine equipment tog.
readings:
•
'Where Carriers remote monitoring servke.is provided,.provideand maintain'a telephone line with long distance direct dial
and answer capability:
•Operate the equipment properly and In accordance with Instructions.
Equipment and/or Service
Quote#0045bl
4.
GCS-TCES 040215'
EXHIBIT "A'f
Promptly addresMany issues;ihatarise related,to mold,fungi,mildew`or bacterial
•Identify and label any asbestos'co 6i material that may,be present The customer will provide,In"writing,prior to the:
start of a job;a signed statement regarding the•,absance orres rice of asbestos for-any job where the building or the
_.._."..._.,..; _._..eGuipnienent-to"be denim"is older than 19!31. Shouid.this:document state that no asbestos'is present,the custornerwill'also-
providein writing the method used-to determine the absence of asbestos:
11.:EXCLUSIONS-Carrier is not responsible.for.items not normally subject to mechanical maintenance including but not limited to:
ductwork;casings,cabinets,fixtures,structural supports;grillage,water piping,steam piping,drain piping,cooling towerfill;.boiler
tubes,boiler refractory;disconnect switches and cimuiLtimakers.Carrieris,not responsible-for repairs,replacements,alterations,
additions,adjustments;.repairs by others,.unscheduled calls:or emergency calls,any of'which may be necessitated by negligent
operation,abuse,misuse,.prior Improper maintenance,vandalism,obsolescence,building system design,damage due to freezing
Weather,chemicaUelectrochemical attack,corrosion„erosion,deterioration due'to unusual wear and tear,any damage related tothe
presence of:mold,fungi,mildew;or bacteria,damage caused by power reductions or failures or any other cause'beyond Comer's
control, Carrier shall not be required`to perform tests; Install any items of equipment or make modificationsthat may:be
recommended or directed by Insurance companies,government,state,municipal or other authority. However,In the event any
such recommendations occur,.Carrier,,at its option, may submit a,proposal for Customer's consideral'ion in addition to this
Agreement.`Carder shall not be requited:torepair or replace equipment that has not been properly maintained.
12. EQUIPMENT CONDITION & RECOMMENDED SERVICE (Service Contracts only) Upon the initial'scheduled operating
and/or initial annual stop inspection,should Carrier determine the need for repairs or replacement,Carrier will provide Customer.in
witting an'equipment condition`report:including recommendations for'corrections and the price for repairs in addition to this
Agreement
an the event Carrier recommends certain.services(that are not Included herein orupon initial inspection)and if Customer does not
elect to have such services properly performed In a;tinrely fashionr`Carrier shall:not be responsible for any equipment or control
failures,operability or any"long-term damage that:may result Gamer at its option will eithercon6nue to maintain equipment and/or
controls to the best of its ability;,Without any responsibility,.or remove such equipment from this Agreement, adjusting the price
accordingly:
13.PROPRIETARY RIGHTS(Service Contracts:only) During the tenn.ofthis,Agreementand in combination with certain services,
Carrier may'eiect tolnstail,attach to Customer equipment,orprovide portable devices(hardware and/or software)that shat)remain
the personal proprietary property of'Carder. "No devices Installed,attached to real property or portable devices)shall become a
fixture ca
of the Customer lotions. Customer shalt not acquire any interest,title or equity in any hardware,software,processes,and
other intellectual orproprietary.rights to devices that are used in connection with providing service on,Customer equipment
14.;WAIVER OF DAMAGES-Under no circumstances shall Carrier be liable.for any incidental,special or consequential damages,
including loss ofrevenue,toss of use of equipment or facilities,or economic damages based on strict liability or.negligence:
15:.LIMITATION OF LIABILITY Carrier's maximum liability for any reason(except for personal,injuries)arising.from this.Agreement
shall not exceed the value of the Agreement
1 6, CANCELLATION,- Customer may cancel this _greerri.ent only with.Carrier's prior written consent, and upon payment of
reasonable.cancellation,charges.Such charges shall take into account costs and expenses incurred, and purchases or contract
commitments made by Carrier and all other losses.due to the cancellationncluding a reasonable profit
17. CUSTOMER TERMINATION FOR'°CARRIER NON-PERFORMANCE — Customer,shall have the right to,terminate this
Agreementfor Carriers non performance provided Gaoler fails to cure such no within 30 days after having been
given prior written.,notice of the non-performance. Upon early termination or expiration of this Agreement,Cartier shall have free
access to enter"Customer locations.to,disconnect and remove any Carrier personal proprietary,property or,devices as well as
remove any and"ail terrier owned parts,toots and personal property. A4ditionaliy;Customer:agrees to pay Gamer for all incurred
but unamoi ized service:costs'performed by Carrier including overheads and a reasonable profit.
18;CARRIER TERMINATION—Carrier reserves the,right to discontinue its service any time payments have not been made:as
agreed or if alterations, additions or repairs..are made to equipment during the tern of this Agreement'by others without prior
agreement between, CardeG
19. CLAIMS Any suits arising from the performance'or nonperformance of this Agreement,whether based upon contract,
negligence,,and strict liability or otherwise;shall be brought within one(1.)year from the date the claim arose.
20.GOVERNMENT PROCUREMENTS-.The components;equipment andIsarvices provided by Carder are"commercial items`as
defined in Section 2101 of,the Federal Acquisition Regulations ("FAR"),and tire,prices of such components,.equipment•and
services are based on Carrier's commercial pricing pollcies and practices(which"do not consider any special requirements of,US.
GOVemment cost principles"FAR Part 31,;or any slintlar procorerrient`n gulations).'As"such,.Ca rter will not agree to provide or
certify cost•or'phang data, nor*141 Carder agree'weomply.with the Cast Accountmg.,Staridards(CM)A6;addition, no federal
goverriment procurement'regutaUons,such as FARs;or DFARs,shalt"apply to thls Agreement except those regulations expressly
accepted in writing by Carrier.
Quotee MM45731
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EXHIBIT „A,,
21.HAZARDOUS MATERIALS Caro is 't-
responsr�le foc;iha tdentificaHon,detection;;abatement,eftapsulabng or removal of
asbestos products or materials containing asbestos,,similar-hazardous substances or enotd,fungi,,mildew,or bacteria; If Caller
eneountors any asbestos or other hazardous malarial whlie,performing chis Agreement,Carrier maysuspend'fts work and remove
Its employees from the project, until such materia) and any fiazaMs associated whit'tt are.abated. The iirn6 for Carrier's
performan1ce.shaq ie eXtended accordingN,and Camershatl be compensated foe the delay;_,_
22 WASTE DISPOSAL-.Customer is Wholly responsible for the removal and proper disposal of waste oil,refrigerant and.any oilier
material generatedd'uring the term of this Agreemenf.
23 SUPERSEDURE,ASSIGNMENT and MODIFICATION-.This Agreement contains-the compiete:and exctuslve statement of the
agreement between the parties and:supersedes ail'previous or contemporaneous, oral or written, statements. Customer may
assign thls,Agreement only with Carrier's prior written consent. No modification to this Agreement shall be binding unless in writing
and signed by both parties.
24.CUSTOMER CONSENT-Customer consents and agrees that Carrier may,from time;to time;publicize Carrier related projects
YOM:Customer,including the value,of such projects,(n allfomtsandmedia for advertising,,trade,.and any other{awful-purposes.
25.:FOR WORK BEING PERFORMENDIN CALIFORNIA: Contractors are required by-law=to-be licensed,and regulated by the
Contractors'[State-License Baard which has jurisdiction to investigate complaints against.contractors if,a complaint regarding a
patent act or omission is filed within four years of the date of the alleged violation: A complatntregarding`a latent act oromission
pertaining.to stiuctuml defects must lw filed within 10 years of'the date of the alleged;violation:, Any..question's-concerning a
contractormay be,refened to the Registrar,Contractors'State license Board,P.O.Box;26000,:Sacramento;Califomia M%8.
Quote'# M45731
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